Insurance

The Kirby Company expects that each Distributor will not only abide by his/her obligations under the Distributor Agreement, but will have the financial means to meet such obligations. To ensure that a Distributor will have the ability to meet all of his/her obligations under the Distributor Agreement, the Company is requiring that each Distributor obtain and maintain in effect insurance sufficient to cover the Distributor’s obligations under the Distributor Agreement.

Each Distributor shall procure and maintain in effect one or more policies of insurance of comprehensive general liability insurance and automobile liability insurance, in a form and substance reasonably satisfactory to the Company, providing coverage arising from the performance by Distributor of the actions contemplated by the Distributor Agreement. Such insurance: (1) shall provide for coverage in an amount adequate to fulfill Distributor’s indemnification obligations to the Company under the Distributor Agreement, with coverage limits for general liability and automobile liability insurance, including non-owned and hired auto, at a minimum of $1,000,000 each and workers’ compensation insurance; (2) shall be issued by a United States insurance company with an A.M. Best rating no less than “A-“; (3) shall name the Company as an additional insured thereunder; and (4) shall provide that such insurance may not be changed, amended or cancelled except upon thirty (30) days prior written notice to the Company. Distributor shall provide the Company with evidence of such insurance at the date of Distributor’s execution of the Distributor Agreement and shall provide the Company with evidence of the renewal of coverage within thirty (30) days of expiration of such insurance. This insurance requirement is in addition to, and not in lieu of, Distributor’s Indemnification requirements under the Distributor Agreement.

The Company recommends that each Distributor procure and maintain in effect one or more policies of employment practices liability insurance with coverage limits of at least $50,000